An emerging "bonding hypothesis" holds that a firm's geographic domicile may not determine its corporate governance destiny. Firms from countries with weaker corporate governance regimes can internationalize their legal (but not necessarily operational) presence by cross-listing their securities on overseas financial markets. They can "bond" with legal systems and enforcement policies in foreign corporate governance regimes providing stronger investor protection. Cross-listing to bond increases firm value by decreasing corporate misconduct, broadening the investor base, and lowering the cost of capital. We document evidence of cross-listing to bond with stronger legal systems and rule of law by more than 700 firms from 23 emergingmarket countries cross-listing their securities on US financial markets from 1996-2006. We find that: 1) US cross-listing levels are lower for firms from Common Law countries providing stronger investor protection, but only in Common Law countries with weaker rule of law; 2) US cross-listing levels are higher for firms from Civil Law countries providing weaker investor protection, but only in Civil Law countries with stronger rule of law; and 3) such US cross-listing trends do not vary with the enactment of major US corporate governance reforms in the 2000s. Emerging-market firms exhibit behavior consistent with bonding hypothesis considerations and cross-list as a commitment to a more rigorous corporate governance regime, but the behavior is contingent and depends on examination of both legal system and rule of law effects individually and in interaction. Our empirical results highlight the importance of broadening investigating of firm internationalization to consider legal dimensions. Firms have discretion to choose foreign corporate governance regimes with less or no regard to where their operations are located.Keywords: corporate governance, internationalization, law, finance, cross-listing, bonding 3
IntroductionThis empirical study examines links between the quality of corporate governance regimes in emerging-market countries and efforts by emerging-market firms to internationalize their legal presence through cross-listing shares on US financial markets and "bonding" with substantive US laws and rule of law.Over 30 years of management research has produced rich theoretical and empirical bases to explain motives for and performance implications of firm internationalization. Prominent theories hold that firms are motivated to expand operations abroad as multinational enterprises ("MNEs") in order to internalize and exploit international market imperfections (Buckley and Casson, 1976), to minimize international transaction costs in the presence of opportunistic foreign counter-parties (Hennart, 1982), to cope with difficulties in identifying, absorbing, and transferring distant and tacit knowledge sources (Kogut & Zander, 1993), and to manage the confluence of ownership, locational and internalized market opportunities available to the firm (Dunning, 1977 , 1999a, 1999b, 20...